USD Currency Swap Schedule and Confirmation to ISDA Master Agreement between National Westminster Bank PLC and Perpetual Trustees Consolidated Limited (as Trustee) and Crusade Management Limited (Trust Manager) dated March 13, 2007

Summary

This agreement is a currency swap schedule and confirmation under an ISDA Master Agreement between National Westminster Bank PLC and Perpetual Trustees Consolidated Limited (as trustee for Crusade Global Trust No. 1 of 2007), with Crusade Management Limited as Trust Manager. It sets out the terms for currency swap transactions, including payment obligations, termination events, and tax representations. The agreement details when and how the contract can be terminated, the currencies involved, and the parties’ responsibilities in case of default or insolvency. It also addresses tax and transfer provisions relevant to the swap.

EX-10.5 9 file9.htm USD CURRENCY SWAP SCHEDULE, ANNEX & CONFIRMATION
 US$ SCHEDULE to the ISDA MASTER AGREEMENT dated as of 13 March 2007 between NATIONAL WESTMINSTER BANK PLC ("PARTY A") and PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) IN ITS CAPACITY AS TRUSTEE OF THE CRUSADE GLOBAL TRUST NO. 1 OF 2007("PARTY B") and CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) ("TRUST MANAGER") PART 1 TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS (1) "SPECIFIED ENTITY" is not applicable in relation to Party A and Party B. (2) "SPECIFIED TRANSACTION" is not applicable. (3) (i) Sections 5(a)(ii), 5(a)(iv), 5(a)(v), 5(a)(vi) and 5(b)(iv) will not apply to Party B. Section 5(a)(iii) will not apply to Party B except that Sections 5(a)(iii)(1) will apply in respect of Party B's obligations under Paragraph 2(b) of the credit support annex entered into between Party A and Party B in relation to this Master Agreement. Sections 5(a)(v), 5(a)(vi) and 5(b)(iv) will not apply to Party A. Notwithstanding Sections5(a)(i) and 5(a)(iii), any failure by Party A to comply with or perform any obligations to be complied with or performed by Party A under the credit support annex entered into between Party A and Party B in relation to this Master Agreement shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given the Party A. (ii) Replace Section 5(a)(i) with: "(i) FAILURE TO PAY OR DELIVER. Failure by the party to make when due any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied at or before 10.00am on the tenth Business Day after the due date;"  (iii) Section 5(b)(ii) will not apply to Party A as the Affected Party (subject to Section 6(aa)(iii) of this Agreement, inserted by Part 5(13) of this Schedule). (4) The "BANKRUPTCY" provisions of Section 5(a)(vii) do not apply to Party B and are replaced by "An Insolvency Event under the Security Trust Deed has occurred in respect of Party B in which case Party B will be the Defaulting Party); or ". The occurrence of an Insolvency Event under the Security Trust Deed in respect of Party B in its personal capacity will not constitute an Event of Default provided that within thirty Business Days of that occurrence, Party A and Party B are able to procure the novation of this Agreement and all Transactions to a third party in respect of which the Designated Rating Agencies confirm that the novation will not cause a Note Downgrade, and Party A and Party B agree to execute such a novation agreement in a form as published by the International Swaps and Derivatives Association, Inc. (5) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a): will not apply to Party A. will not apply to Party B. (6) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply; and (ii) the Second Method will apply. (7) "TERMINATION CURRENCY" means US dollars provided that if the payment is payable by Party B to Party A, the Termination Currency shall be in Australian Dollars. (8) "ADDITIONAL TERMINATION EVENT" means: (i) An Event of Default (as defined in the Security Trust Deed) occurs and the Security Trustee has declared, in accordance with the Security Trust Deed, the Class A-1 Notes immediately due and payable (and Party B is the Affected Party); (ii) Party B becomes obliged to make a withholding or deduction in respect of any Class A-1 Notes and the Class A-1 Notes are redeemed as a result (and Party B is the Affected Party). Notwithstanding Section 6(b)(iv) of the Agreement, as a result thereof, Party B must give a notice designating an Early Termination Date in respect of this Agreement and all Transactions; or (iii) Party A fails to comply with its obligations under Section 17(a) (and Party A is the Affected Party and all Transactions are Affected Transactions). (iv) (MOODY'S FIRST RATING TRIGGER COLLATERAL) Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex entered into between Party A and Party B in relation to this Master Agreement and either (A) the Second Rating Trigger Requirements do not apply or (B) less than 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements ceased to apply. With respect to this Additional Termination Event, Party A shall be the sole Affected Party. (v) (MOODY'S SECOND RATING TRIGGER REPLACEMENT) (A) The Second Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since the last time the Second Rating Trigger Requirements ceased to apply and (B) (i) at least one Eligible Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(28)(ii) below and/or (ii) at least one entity with the First Trigger Required Ratings and/or the Second Trigger Required Ratings has made a Firm Offer (which remains capable of becoming legally Page 2  binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement. With respect to this Additional Termination Event, Party A shall be the sole Affected Party. For the avoidance of doubt, no Additional Termination Event will constitute an Event of Default. (9) "TRANSFER TO AVOID TERMINATION EVENT". In Section 6(b)(ii) after the words "another of its Offices or Affiliates" on the seventh line add "(in respect of which the Designated Rating Agencies have given prior written confirmation to the Manager that such a transfer will not result in a Note Downgrade)". (10) (i) In the TRANSFER provision of Section 7, add a new paragraph (c): "(c) Party B may transfer to a Successor Trustee (as defined below) or to avoid an Illegality as specified in Section 5(b)(i)." (ii) Add a new paragraph to Section 7 immediately below paragraph (c): "In the event that a trustee is appointed as a successor to Party B under the Trust Deed ("SUCCESSOR TRUSTEE"), Party A undertakes that it shall (unless, at the time the Successor Trustee is so appointed, Party A is entitled to terminate the Transaction under Section 6, in which case it may) novate to the Successor Trustee the Transaction on the same terms or on other terms to be agreed between Party A, Party B and the Successor Trustee, and give written notice to the Designated Rating Agencies of such novation." (11) The "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to both parties, provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party. Page 3  PART 2 TAX REPRESENTATIONS (1) PAYER TAX REPRESENTATIONS For the purpose of Section 3(e) of the Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position. (2) PAYEE TAX REPRESENTATIONS For the purpose of Section 3(f) of this Agreement: Party A makes the following representations: It is fully eligible for the benefits of the "Profits", "Business Profits" or "Industrial or Commercial Profits" provision, as the case may be, the "Interest" provision or the "Other Income" provision (if any) of the tax treaty between the United Kingdom and Australia with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in Australia. It is a non-U.S. branch of a foreign person for U.S. federal income tax purposes. Party B makes the following representations: It is an Australian resident and does not derive payments under this Agreement in part or in whole carrying on business in a country outside Australia at or through a permanent establishment or itself in that country. The Trust is a non-U.S. branch of a foreign person for U.S. federal income tax purposes. Page 4  PART 3 AGREEMENT TO DELIVER DOCUMENTS For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following document as applicable: PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT / CERTIFICATE DELIVERED 3(D) REPRESENTATION - ----------------- --------------------------------- ------------------------ ------------------- Party B Legal opinions as to the validity Upon execution and No and enforceability of the delivery of this obligations of Party B under this Agreement Agreement, the Trust Deed, the Security Trust Deed and the Notes in form and substance and issued by legal counsel reasonably acceptable to Party A Party A and Party Certified copies of all corporate Upon execution and Yes B authorisations (to be certified delivery of this by an Authorised Officer of the Agreement or any relevant party) and any other relevant Confirmation documents with respect to the execution, delivery and performance of this Agreement and each Confirmation Party A and Party Certificate of authority and Upon execution and Yes B specimen signatures of delivery of this individuals executing this Agreement and Agreement, Confirmations and each thereafter upon Credit Support Document (as request of the other applicable) party Party B and Trust Copies (certified to be true Upon execution and Yes Manager copies by an authorised signatory delivery of this of Party B or the Trust Manager) Agreement of the Trust Deed, the Security Trust Deed, the Note Trust Deed and the Supplementary Terms Notice Party B and Trust A copy (certified to be a true Promptly upon any such Yes Manager copy by an authorised signatory document becoming of Party B or the Trust Manager) effective in of any document amending or accordance with its varying the terms of the Trust terms Deed, the Security Trust Deed, the Note Trust Deed or the Supplementary Terms Notice where such amendment affects this Agreement or Party A's rights or obligations under this Agreement Page 5  Party A A legal opinion as to the Upon execution and Yes enforceability of the delivery of this obligations of Party A under Agreement this Agreement and each Confirmation. Page 6  PART 4 MISCELLANEOUS (1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement: (a) Notices or communications to Party A (other than for Section 5 or 6 Notices) to be sent to the address listed in the Confirmation provided by Party A or if prior to this Confirmation being received, to: Address: c/o RBS Global Banking & Markets, 280 Bishopsgate, London, EC2M 4RB Attention: Swaps Administration Fax: 020 7085 5050 Telephone: 0207085 5000 Address for notices or communications to Party A for Section 5 or 6: Address: c/o RBS Global Banking & Markets, 135 Bishopsgate, London, EC2M 3UR Attention: Head of Legal, Global Banking & Markets Fax: 020 7085 841 1 (b) All notices or communications to Party B under this Agreement shall be sent to: Perpetual Trustees Consolidated Limited Attention: Manager, Securitisation Telephone: Level 12, 123 Pitt Street, Sydney, NSW 2000 Facsimile: 612 9221 7870 Telex: N/A With a copy to the Manager: Level 12, 55 Market Street, Sydney NSW 2000 Attention: Middle Office Compliance Manager Telephone: (03) 9320 5526 Facsimile: (03) 9320 5589 Telex: N/A (2) PROCESS AGENT. For the purpose of Section 13(c): Party A appoints as its Process Agent: Not applicable Party B appoints as its Process Agent: Not applicable (3) OFFICES. The provisions of Section 10(a) will not apply to this Agreement. (4) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement: Party A is not a Multibranch Party. Party B is not a Multibranch Party. (5) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction. (6) CREDIT SUPPORT DOCUMENTS. Details of any Credit Support Document: (i) In relation to Party A: Not applicable (ii) In relation to Party B: Security Trust Deed Page 7  (7) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to Party A: the guarantor under any Eligible Guarantee. Credit Support Provider means in relation to Party B: Not applicable (8) GOVERNING LAW. This Agreement and each Confirmation will be governed by, and construed and enforced in accordance with, the laws in force in the state of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of the state of New South Wales and the courts of appeal from them. (9) NETTING OF PAYMENTS Sub-paragraph (ii) of Section 2(c) of this Agreement will apply to net Transactions in the same Confirmation and will not apply to net Transactions specified in different Confirmations. (10) "AFFILIATE" will have the meaning specified in Section 14 of this Agreement. For the purposes of Section 3(c), Party B is deemed not to have any Affiliates. (11) All payments to be made to Party B under this Agreement by Party A must be made to the US$ Account. Any payment so made will, to the extent of that payment, satisfy the relevant party's obligation to Party B in respect of that payment. Page 8  PART 5 OTHER PROVISIONS (1) In Section 2(a)(i) add the following sentence: "Each payment will be by way of exchange for the corresponding payment or payments payable by the other party (if any)." (2) In Section 2(a)(ii), after "freely transferable funds" add the words "save as required by law, free of any set-off, counterclaim, deduction or withholding (and except as expressly provided in this Agreement)." (3) Insert new Sections 2(a)(iv) and 2(a)(v) immediately after Section 2(a)(iii) as follows: "(iv) The condition precedent in Section 2(a)(iii)(1) does not apply to a payment or delivery due to be made to a party if it has satisfied all its payment and delivery obligations under Section 2(a)(i) of this Agreement and has no future payment or delivery obligations, whether absolute or contingent under Section 2(a)(i). "(v) Where: (1) payments are due pursuant to Section 2(a)(i) by Party A to Party B (the "PARTY A PAYMENT") and by Party B to Party A (the "PARTY B PAYMENT") on the same day; and (2) the Security Trust Deed has become, and remains at that time, enforceable, then Party A's obligation to make the Party A Payment to Party B shall be subject to the condition precedent (which shall be an "applicable condition precedent" for the purpose of Section 2(a)(iii)(3)) that Party A first receives either: (3) the Party B Payment; or (4) confirmation from Party B's bank that it holds irrevocable instructions to effect payment of the Party B Payment and that cleared funds are available to make that payment." (4) Add the following new sentence to Section 2(b): "Each new account so designated must be in the same tax jurisdiction as the original account." (5) Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert the following words instead: "if and only if X is Party A and". (6) In Section 2(d)(ii) insert the words "(if and only if Y is Party A)" after the word "then" at the beginning of the last paragraph. Party B will have no obligation to pay any amount to Party A under Section 2(d)(ii), and may make any payment under or in connection with this Agreement net of any deduction or withholding referred to in Section 2(d)(i). (8) TELEPHONIC RECORDING. Each party: (i) consents to the electronic recording of its telephone conversations with the other party (or any of its associated persons) with or without the use of an automated warning device; and Page 9  (ii) acknowledges that such recordings and transcripts can be used as evidence by another party in any dispute between them. (9) FURTHER REPRESENTATIONS. Insert new Sections 3(g), 3(h) and 3(i) immediately after Section 3(f) as follows: "(g) NON ASSIGNMENT. Party B represents to Party A (which representations will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction) it has not assigned (whether absolutely, in equity or otherwise) or declared any trust or given any charge over any of its rights under this Agreement or any Transaction (other than, in respect of Party B, the Trust created pursuant to the Master Trust Deed and the charge given pursuant to the Security Trust Deed). (h) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) NON-RELIANCE. It is acting for its own account (in the case of Party B as trustee of the Trust), and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment (and in the case of Party B, also on the judgment of the Manager) and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction. (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes (in the case of Party B, subject to sub-paragraph (i)), the risks of that Transaction. (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction. (i) TRUST. Party B represents to Party A, in respect of Party B only (which representations will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) TRUST VALIDLY CREATED. The Trust has been validly created under the laws by which it is stated to be governed and is in existence at the date of this Agreement. (ii) SOLE TRUSTEE. Party B has been validly appointed as trustee of the Trust and is presently the sole trustee of the Trust. (iii) NO PROCEEDINGS TO REMOVE. No notice has been given to Party B and to Party B's knowledge no resolution has been passed, or direction or notice has been given, removing Party B as trustee of the Trust. Page 10  (iv) POWER. Party B has power under the Trust Deed to enter into this Agreement and the Security Trust Deed in its capacity as trustee of the Trust. (v) GOOD TITLE. Party B has equitable title to the Assets of the Trust and has power under the Trust Deed to mortgage or charge them in the manner provided in the Security Trust Deed and, subject only to the Trust Deed, the Security Trust Deed and any Security Interest permitted under the Trust Deed, as far as Party B is aware, those Assets are free from all other Security Interests (except for Party B's right of indemnity out of the Assets of the Trust)." (10) In Section 4, add the following new paragraph immediately after Section 4(e): "(f) CONTRACTING AS PRINCIPAL. Party A will enter into each Transaction as principal and not otherwise and, subject to Section 15, Party B will enter into each Transaction in its capacity as trustee of the Trust and not otherwise." (11) EXCHANGE CONTROLS Section 5(b)(i) (ILLEGALITY) is amended by adding the following paragraph at the end: "This sub-paragraph (i) does not apply to the imposition by the Australian government or any agency of the Australian government of any exchange control restrictions or prohibitions ("EXCHANGE CONTROLS")." For the avoidance of doubt: (A) exchange controls do not constitute an Illegality or other Termination Event or an Event of Default under this Agreement, and do not entitle a party to terminate a Transaction or otherwise refuse to make any payments it is obliged to make under a Transaction: and (B) if and for so long as exchange controls are imposed, delivery by Party B of Australian dollar amounts required to be paid by it under any relevant Confirmation to the bank account in Australia notified in writing by Party A to Party B from time to time specified in that Confirmation will constitute proper payment of those amounts by Party B and Party A's obligations under this Agreement will be unaffected by any such exchange controls." (12) CONFIRMATIONS. For the purposes of Section 9(e)(ii), Party A will, on or promptly after the relevant Trade Date, send Party B a confirmation confirming that Transaction and Party B must (either itself or through the Manager) promptly then confirm the accuracy of and sign and return, or request the correction of the Confirmation. Notwithstanding the provisions of Section 9(e)(ii), each Confirmation in respect of a Transaction which is confirmed by electronic messaging system, an exchange of telexes or an exchange of facsimiles will be further evidenced by an original Confirmation signed by the parties, however any failure to sign an original Confirmation will not affect the validity or enforcement of any Transaction. (13) Add a new Section 6(aa): "(aa) RESTRICTED TERMINATION RIGHTS (i) TERMINATION BY PARTY B: Party B must not designate an Early Termination Date without the prior written consent of the Note Trustee. (ii) CONSULTATION: Each party may only designate an Early Termination Date following prior consultation with the other parties as to the timing of the Early Termination Date. Subject to its duties under the Trust Deed and the Supplementary Terms Notice, Party B may exercise any Page 11  rights in its capacity as holder of the Purchased Receivables only on the instructions of the Note Trustee and only after consultation between Party A, the Manager and the Note Trustee. (iii) PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT: (a) Notwithstanding Part 1(3)(iii) of this Schedule, Party A may designate an Early Termination Date if it is an Affected Party following a Tax Event but only if all Notes will be redeemed at their Invested Amount (or, if the Noteholders by Extraordinary Resolution have so agreed, at their Stated Amount) together with accrued interest to (but excluding) the date of redemption. (b) If a Tax Event occurs where Party A is the Affected Party and Party A is unable to transfer all its rights and obligations under this Agreement and each Transaction to an Affiliate pursuant to Section 6(b)(ii), Party A may, at its cost, transfer all its rights, powers and privileges and all its unperformed and future obligations under this Agreement and each Transaction to any person provided that each Designated Rating Agency has confirmed in writing that the transfer will not result in a Note Downgrade. (iv) TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any payment by Party B to Party A under this Agreement is, or is likely to be, made subject to any deduction or withholding on account of Tax, Party B will endeavour to procure the substitution of Party B as principal obligor under this Agreement in respect of each Affected Transaction of a replacement Party B incorporated in another jurisdiction approved by Party A and the Note Trustee and in respect of which the Designated Rating Agencies confirm that the substitution will not cause a Note Downgrade". (14) In Section 6(b)(ii), add the words "so long as the transfer in respect of that Transaction would not lead to a rating downgrade of any rated debt of Party B that is secured under the Security Trust Deed" after the words "ceases to exist" at the end of the first paragraph. (15) In Section 6(d)(i), in the penultimate line, insert "in the absence of manifest error" after the word "evidence". (16) In Section 6(e), delete the sentence "The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off." at the end of the first paragraph. (17) ISDA DEFINITIONS. This Agreement, each Confirmation and each Transaction are subject to the 2000 ISDA Definitions and the 1998 FX and Currency Option Definitions (each as published by the International Swaps and Derivatives Association, Inc) (together, the "ISDA Definitions"), and will be governed in all respects by any provisions set forth in the ISDA Definitions, without regard to any amendments to the ISDA Definitions made after the date of this Agreement. The ISDA Definitions are incorporated by reference in, and shall be deemed to be part of, this Agreement and each Confirmation. (18) SCOPE OF AGREEMENT. Any reference to a: (a) "Swap Transaction" in the ISDA Definitions is deemed to be a reference to a "Transaction" for the purposes of interpreting this Agreement or any Confirmation; and Page 12  (b) "Transaction" in this Agreement or any Confirmation is deemed to be a reference to a "Swap Transaction" for the purpose of interpreting the ISDA Definitions. (19) INCONSISTENCY. In the event of any inconsistency between any two or more of the following documents in respect of a Transaction, they will take precedence over each other in the following descending order in respect of that Transaction: (i) any Confirmation; (ii) the Schedule to the Agreement and Credit Support Annex; (iii) the printed form of the ISDA Master Agreement and the ISDA Credit Support Annex; (iv) the 1998 FX and Currency Option Definitions; (v) the 2000 ISDA Definitions. (20) Section 12 is amended as follows: (i) In Section 12(a), insert "and settlement instructions requiring payment to an entity other than the original counterparty" after "Section 5 or 6" in line 2. (ii) Section 12(a)(iii) is replaced with: "(iii) if sent by facsimile transmission, on the date a transmission report is produced by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this Section, unless the recipient notifies the sender within one Business Day of the facsimile being sent that the facsimile was not received in its entirety and in legible form." (21) DEFINITIONS AND INTERPRETATION Section 14 of the Agreement is modified as follows: (a) New definitions are inserted as follows: "NOTE DOWNGRADE" means any actual or proposed withdrawal or downgrade of the rating assigned to any Notes by a Designated Rating Agency which results or would result in any rating assigned to those Notes being less than that specified in clause 4.2(f) of the Supplementary Terms Notice. "REPLACEMENT CURRENCY SWAP PROVIDER" means, at any time, a person that has agreed to replace Party A at that time and has a credit rating not less than the Required Rating. "REQUIRED RATING" means a credit rating of not less than: (i) A-1+ (short term) by S & P; (ii) P-1 (short term) and A2 (long term) by Moody's; and (iii) F1 (short term) and A+ (long term) by Fitch Ratings. "SECURITY TRUST DEED" means the Security Trust Deed dated on or about the date of this Agreement between Party B as issuing trustee, Crusade Management Limited (ABN 90 072 715 916) as Manager, P.T. Limited (ABN 67 004 454 666) as security trustee and The Bank of New York as note trustee. "SUPPLEMENTARY TERMS NOTICE" means the document, so entitled, dated on or about the date of this Agreement between (among others) Party B, Crusade Management Limited, St.George Bank Limited (ABN 92 055 513 070) and P.T. Limited. Page 13  "TRUST DEED" means the Master Trust Deed dated 14 March 1998 between (among others) Party B, Crusade Management Limited, St.George Bank Limited and P.T. Limited, as amended by the Supplementary Terms Notice. (b) TRUST DEED AND SECURITY TRUST DEED: The parties acknowledge and agree and for the purposes of the Trust Deed and Security Trust Deed (i) all Transactions under this Agreement are "Hedge Agreements"; (ii) Party A is a "Support Facility Provider", (iii) all obligations of Party B under this Agreement and any/all Transactions under it are Secured Moneys. (c) Unless defined in this Agreement, words and phrases defined in the Trust Deed, the Security Trust Deed and the Supplementary Terms Notice (each in the form as at the date of this Agreement) have the same meaning in this Agreement. Where there is any inconsistency in a definition between this Agreement (on the one hand) and the Trust Deed, Security Trust Deed or the Supplementary Terms Notice (on the other hand), this Agreement prevails. Where words or phrases used but not defined in this Agreement are defined in the Trust Deed in relation to a Trust (as defined in the Trust Deed) such words or phrases are to be construed in this Agreement, where necessary, as being used only in relation to the Trust (as defined in the Supplementary Terms Notice). (d) Where in this Agreement a word or expression is defined by reference to its meaning in another Transaction Document or there is a reference to another Transaction Document or to a provision of another Transaction Document, any amendment to the meaning of that word or expression or to that other Transaction Document or provision (as the case may be) will be of no effect for the purposes of this Agreement unless and until the amendment is consented to by the parties to this Agreement. (22) New Sections 15 and 16 are inserted immediately after Section 14 as follows: "15. PARTY B PROVISIONS (a) (A) General Clause 30 of the Trust Deed applies to the obligations and liabilities of Party B under this Agreement. Clause 16 of the Security Trust Deed applies to govern Party A's priority to monies received from the sale of Assets of the Trust or other enforcement of the Charge under the Security Trust Deed (as defined in the Security Trust Deed). (B) Limitation of Party B's Liability (1) Party B enters into this Agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3) below, a liability arising under or in connection with this Agreement or the Trust can be enforced against Party B only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of Party B to be exonerated or indemnified for the liability. This limitation of Party B's liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of Party B in any way connected with any representation, warranty, conduct, omission, Agreement or transaction related to this Agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against Party B in any Page 14  capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this Agreement), or a liquidator, an administrator or any similar person to Party B or prove in any liquidation, administration or arrangements of or affecting Party B. (3) The provisions of this Section 15 shall not apply to any obligation or liability of Party B to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of Party B's indemnification or exoneration out of the Assets of the Trust as a result of Party B's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust (other than Party A in its capacity as currency swap provider under this Agreement, in respect of which its obligations are limited to this Agreement). No act or omission of Party B (including any related failure to satisfy its obligations under this Agreement) will be considered fraud, negligence or Default of Party B for the purpose of subparagraph (3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by Party B in accordance with this Agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (5) In exercising their powers under the Transaction Documents, each of Party B, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Agreement has authority to act on behalf of Party B in a way which exposes Party B to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of Party B for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on Party B under the Transaction Documents. (b) Nothing in paragraph (a) or (c) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; (iii) in relation to its rights under the Security Trust Deed; or (iv) taking any legal action against Party B in its personal capacity under or as a result of the operation of Section 15(a)(B)(3). (c) Except as provided in paragraphs (a) and (b), Party A shall not: (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; Page 15  (ii) (STATUTORY DEMAND) issue any demand under s459E(1) of the Corporations Act 2001 (Cth) (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B; or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings." "16. REPLACEMENT CURRENCY SWAP (a) If this Agreement or any Transaction under this Agreement is terminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b), enter into one or more currency swaps which replace the Transactions under this Agreement (collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If Party B enters into the Replacement Currency Swap pursuant to paragraph (a) it must direct the Replacement Currency Swap Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as a Trust Expense. (c) If Party B enters into a Replacement Currency Swap pursuant to paragraph (a) and a Settlement Amount is payable by Party A, Party B (either itself or through the Manager) must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap Provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B." (23) APPOINTMENT OF TRUST MANAGER: Party A acknowledges that under the Trust Deed, Party B has appointed the Trust Manager as manager of the Trust with the powers set out Page 16  in and upon and subject to the terms of, the Trust Deed. Accordingly, subject to the terms of the Trust Deed, the Trust Manager: (i) may arrange, enter into, and monitor Transactions, execute Confirmations and exercise all other rights and powers of Party B under this Agreement; and (ii) without limiting the generality of the foregoing, the Trust Manager shall, issue and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. (24) A new Section 17 is added as follows: "(17) RATINGS EVENT (A) RATINGS DOWNGRADE OF PARTY A - STANDARD & POOR'S RATING SERVICES, A DIVISION OF THE MCGRAW-HILL COMPANIES INC. ("S&P") (i) Initial S&P Note Downgrade Event In the event that an Initial S&P Note Downgrade Event occurs, then Party A will, within 30 days of the occurrence of such Initial S&P Note Downgrade Event, at its own cost, either: (A) provide collateral in the form of cash and/or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex, provided that such posting of collateral shall, if required by S&P at the time of such posting, be subject to Party A obtaining legal opinions satisfactory to S&P in relation to such posting; or (B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as "A-l+" (or its equivalent) by S&P or, in either case, such other rating as is commensurate with the rating assigned to the Notes by S&P from time to time; or (C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement whose short-term, unsecured and unsubordinated debt obligations are rated at least as high as "A-l+" (or its equivalent) by S&P or, in either case, such other rating as is commensurate with the rating assigned to the Notes by S&P from time to time; or (D) take such other action as will result in the rating of the Notes by S&P following the taking of such action being maintained at, or restored to, the level it was at immediately prior to such Initial S&P Note Downgrade Event. If any of sub-paragraphs (A)(i)(B), (A)(i)(C) or (A)(i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph (A)(i)(A) above will be transferred back to Party A, and Party A will not be required to transfer any additional collateral in respect of such particular Initial S&P Note Downgrade Event. (ii) Subsequent S&P Note Downgrade Event (A) Party A shall, within 10 days of the occurrence of a Subsequent S&P Note Downgrade Event, at its own cost and expense, take Page 17  the action set out in one of subparagraphs (A)(i)(B), (A)(i)(C) or (A)(i)(D) above; and (B) if, at the time a Subsequent S&P Note Downgrade Event occurs, Party A has provided collateral in accordance with the provisions of the Credit Support Annex pursuant to sub-paragraph (A)(i)(A) above following an Initial S&P Note Downgrade Event, it will continue to provide collateral notwithstanding the occurrence of such Subsequent S&P Note Downgrade Event until such time as the action in sub-paragraph (A)(ii)(A) above has been taken. If the action set out in sub-paragraph (A)(ii)(A) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (A)(i)(A) and/or (A)(ii)(B) above will be transferred back to Party A, and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Note Downgrade Event. (iii) Additional Termination Events If Party A does not take any of the measures described in sub-paragraphs (A)(i) or (A)(ii) above such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A and shall be deemed to have occurred on the thirtieth day following the Initial S&P Note Downgrade Event or the tenth day following the Subsequent S&P Note Downgrade Event, as applicable, with Party A as the sole Affected Party. However, in the event that Party B were to designate an Early Termination Date and there is a payment due to Party A, Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this sub-paragraph (A)(iii) if Party B has found a replacement counterparty willing to enter into a new transaction with Party B on terms that reflect as closely as reasonably possible the economic, legal and credit terms of the Terminated Transaction with Party A. The costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. (iv) S&P Definitions For the purposes of this Agreement: (A) an "INITIAL S&P NOTE DOWNGRADE EVENT" will occur where the short-term, unsecured and unsubordinated debt obligations of Party A, or any Credit Support Provider in respect of Party A, cease to be rated at least as high as "A-l+" (or its equivalent) by S & P; and (B) a "SUBSEQUENT S&P NOTE DOWNGRADE EVENT" will occur where the long-term, unsecured and unsubordinated debt obligations of Party A, or any Credit Support Provider in respect of Party A, cease to be rated at least as high as "BBB-" (or its equivalent) by S&P. (B) RATINGS DOWNGRADE OF PARTY A -MOODY'S INVESTORS SERVICE LIMITED ("MOODY'S) (i) Subsequent Moody's Note Downgrade Event So long as the Second Rating Trigger Requirements apply, Party A will at its own cost use commercially reasonable efforts to, as soon as reasonably practicable, procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Page 18  Agreement to be provided by a guarantor with the First Trigger Required Ratings and/or the Second Trigger Required Ratings or (B) a transfer in accordance with Part 5(27) below. (ii) Additional Termination Events and Event of Default Notwithstanding Sections 5(a)(i) and 5(a)(iii), any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex entered into between Party A and Party B in relation to this Master Agreement shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (iii) Moody's Definitions For the purposes of this Agreement: "ELIGIBLE GUARANTEE" means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and is directly enforceable by Party B, where either (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to withholding for Tax or (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required. "ELIGIBLE REPLACEMENT" means an entity (A) with the Second Trigger Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with the First Trigger Required Ratings and/or the Second Trigger Required Ratings provided that no entity shall be an Eligible Replacement unless a legal opinion is given by a law firm confirming that none of its payments to Party B under this Agreement will be subject to deduction or withholding for Tax. "FIRM OFFER" means an offer which, when made, was capable of becoming legally binding upon acceptance. "MOODY'S SHORT-TERM RATING" means a rating assigned by Moody's under its short-term rating scale in respect of an entity's short-term, unsecured and unsubordinated debt obligations. "RELEVANT ENTITIES" means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement. An entity shall have the "FIRST TRIGGER REQUIRED RATINGS" (A) where such entity is the subject of a Moody's Short-term Rating, if such rating is "Prime-1" and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A2" or above by Moody's and (B) where such entity is not the subject of a Moody's Short-term Rating, if its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "Al" or above by Moody's. The "SECOND RATING TRIGGER REQUIREMENTS" shall apply so long as no Relevant Entity has the Second Trigger Required Ratings. Page 19  An entity shall have the "SECOND TRIGGER REQUIRED RATINGS" (A) where such entity is the subject of a Moody's Short-term Rating, if such rating is "Prime-2" or above and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above by Moody's and (B) where such entity is not the subject of a Moody's Short-term Rating, if its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above by Moody's. (C) RATINGS DOWNGRADE OF PARTY A - FITCH RATINGS LTD ("FITCH") (i) Initial Fitch Note Downgrade Event Party A will, on a reasonable efforts basis, within 30 days of the occurrence of an Initial Fitch Note Downgrade Event, at its own cost, either: (A) provide collateral in accordance with the provisions of the Credit Support Annex; or (B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt ratings are rated "A+" or higher by Fitch, and whose short-term, unsecured and unsubordinated debt ratings are rated "Fl" or higher by Fitch or, in either case, such other rating as is commensurate with the rating assigned to the Notes by Fitch from time to time; or (C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement whose long-term, unsecured and unsubordinated debt ratings are rated "A+" or higher by Fitch, and whose short-term, unsecured and unsubordinated debt ratings are rated "F1" or higher by Fitch or, in either case, such other rating as is commensurate with the rating assigned to the Notes by Fitch from time to time; or (D) take such other action as Party A may agree with Fitch as will result in the rating of the Notes then outstanding being maintained at, or restored to, the level at which it was immediately prior to such Initial Fitch Downgrade Event. If any of sub-paragraphs (C)(i)(B), (C)(i)(C) or (C)(i)(D) are satisfied at any time all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph (C)(i)(A) will be transferred back to Party A and Party A will not be required to transfer any additional collateral in consequence of the particular Initial Fitch Note Downgrade Event. (ii) First Subsequent Fitch Note Downgrade Event Party A will: (A) at its own cost, within 10 days of the occurrence of a First Subsequent Fitch Note Downgrade Event provide collateral in the form of cash or securities or both, in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex and put in place pursuant to sub-paragraph (C)(i)(A) above (provided that the mark-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party); or Page 20  (B) on a reasonable efforts basis, within 10 days of the occurrence of a First Subsequent Fitch Note Downgrade Event, at its own cost, either: (1) transfer all of its rights and obligations with respect to this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt ratings are rated "A+" or higher by Fitch, and whose short-term, unsecured and unsubordinated debt ratings are rated "Fl" or higher by Fitch or, in either case, such other rating as is commensurate with the rating assigned to the Notes by Fitch from time to time; or (2) obtain a guarantee of its rights and obligations under this Agreement from a third party whose long-term, unsecured and unsubordinated debt ratings are rated "A+" or higher by Fitch, and whose short-term, unsecured and unsubordinated debt ratings are rated "Fl" or higher by Fitch or, in either case, such other rating as is commensurate with the rating assigned to the Notes by Fitch from time to time; or (3) take such other action as Party A may agree with Fitch as will result in the rating of the Notes following the taking of such action being maintained at, or restored to, the level it was at immediately prior to such First Subsequent Fitch Downgrade Event. If any of sub-paragraphs (C)(ii)(B(1), (C)(ii)(B)(2) or (C)(ii)(B)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (C)(ii)(A) above will be transferred back to Party A and Party A will not be required to transfer any additional collateral as a consequence of the particular First Subsequent Fitch Note Downgrade Event. (iii) Additional Termination Events If Party A does not take any of the measures described in sub-paragraphs (C)(i) or (C)(ii) above such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A and shall be deemed to have occurred on the thirtieth day following such Initial Fitch Note Downgrade Event or on the tenth day following such First Subsequent Fitch Note Downgrade Event, as the case may be, with Party A as the sole Affected Party. However, in the event that Party B were to designate an Early Termination Date and there would be a payment due to Party A, Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this sub-paragraph (C)(iv) if Party B has found a replacement counterparty willing to enter a new transaction with Party B on terms that reflect as closely as reasonably possible the economic, legal and credit terms of the Terminated Transaction with Party A. The costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. (iv) Fitch Definitions For the purposes of this Agreement: an "INITIAL FITCH NOTE DOWNGRADE EVENT" will occur where, the long-term, unsecured and unsubordinated debt obligations of Party A or, if relevant, any Credit Support Provider in respect of Party A cease to be rated "A+" or higher by Fitch or the short-term, unsecured and Page 21  unsubordinated debt obligations of Party A or any Credit Support Provider in respect of Party A, cease to be rated "Fl" or higher by Fitch; and a "FIRST SUBSEQUENT FITCH NOTE DOWNGRADE EVENT" will occur where, the long-term, unsecured and unsubordinated debt obligations of Party A or, if relevant, any Credit Support Provider in respect of Party A, cease to be rated "BBB+" or higher by Fitch or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A (or its successor), cease to be rated "F2" or higher by Fitch. (25) PARTY B'S PAYMENT INSTRUCTIONS. Party B irrevocably authorises and instructs Party A to make payment of: (a) the "Initial Exchange Amount" payable by Party A under a currency swap transaction by paying that amount direct to the account notified in writing by Party B to Party A for that purpose; and (b) any other amount due from Party A to Party B under this Agreement by paying that amount direct to the Principal Paying Agent to the account outside Australia notified in writing by the Principal Paying Agent to Party A for that purpose. Party A is entitled to rely on any such notice. (26) NO AMENDMENT. Party B agrees that it will not consent to any amendment to any provision in any Transaction Document dealing with the ranking, priority or entitlement of Party A in respect of any security or moneys without the prior written consent of Party A (which will not be unreasonably withheld). (27) TRANSFER. (a) Section 6(b)(ii) of this Agreement shall apply, provided that the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party" is deleted. (b) Section 7 of this Agreement shall not apply to Party A, who shall be required to comply with, and shall be bound by, the following: Without prejudice to Section 6(b)(ii) Party A may transfer all its interest and obligations in and under this Agreement to any other entity (a "Transferee"), provided that: (i) it has given five Local Business Days' prior written notice to Party B; (ii) the Transferee's long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and its short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-l+" by S&P and "Fl" by Fitch or such Transferee's obligations under this Agreement are guaranteed by an entity whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-l+" by S&P and "Fl" by Fitch; (iii) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of Tax under this Agreement; (iv) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; Page 22  (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Interest Payment Date as a result of such transfer; and (vi) (if the Transferee is domiciled in a different country from both Party A and Party B) S&P and Fitch have provided prior written notification that the then current ratings of the Notes will not be adversely affected; (vii) the Transferee is an Eligible Replacement; and (viii) if an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with (vii) above, Party B shall (at Party A's cost) at Party A's written request, take any reasonable steps required to be taken by it to effect such transfer. Following such transfer all references to Party A shall be deemed to be references to the Transferee. (28) CALCULATION OF PAYMENTS ON EARLY TERMINATION Notwithstanding Section 6 of this Agreement, so long as Party A is (A) the Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or (B) the Defaulting Party in respect of any Event of Default, paragraphs (i) to (vi) below shall apply: (i) The definition of "Market Quotation" shall be deleted in its entirety and replaced with the following: ""MARKET QUOTATION" means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions)." (ii) The definition of "Settlement Amount" shall be deleted in its entirety and replaced with the following: ""SETTLEMENT AMOUNT" means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to the Termination Currency Equivalent of the amount (whether positive or negative) of any Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions that is accepted by Party B so as to become legally binding, provided that: Page 23  (1) If, on the day falling ten Local Business Days after the day on which the Early Termination Date is designated or such later day as Party B may specify in writing to Party A (but in either case no later than the Early Termination Date) (such day the "LATEST SETTLEMENT AMOUNT DETERMINATION DAY"), no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions has been accepted by Party B so as to become legally binding and one or more Market Quotations have been made and remain capable of becoming legally binding upon acceptance, the Settlement Amount shall equal the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotations; and (2) If, on the Latest Settlement Amount Determination Day, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and no Market Quotations have been made and remain capable of becoming legally binding upon acceptance, the Settlement Amount shall equal Party B's Loss (whether positive or negative and without reference to any Unpaid amounts) for the relevant Terminated Transaction or group of Terminated Transactions. (iii) For the purpose of paragraph (4) of the definition of Market Quotation, Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions). (iv) At any time on or before the Latest Settlement Amount Determination Day at which two or more Market Quotations remain capable of becoming legally binding upon acceptance, Party B shall be entitled to accept (whether positive or negative) only the lowest of such Market Quotations. (v) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable efforts to do so before the Latest Settlement Amount Determination Day. (vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced with the following: "Second Method and Market Quotation. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, Provided that, (i) the amounts payable under (2) and (3) shall be subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under (3) shall not be netted-off against any amount payable by Party B under (1)." Please confirm your agreement to the terms of the foregoing Schedule by signing below. NATIONAL WESTMINSTER BANK PLC PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE OF THE TRUST By: /s/ Louise Bullock By: /s/ Andrea Ruver --------------------------------- ----------------------------------- Name: Louise Bullock Name: Andrea Ruver Title: Legal Counsel, Australia Title: Manager Page 24  CRUSADE MANAGEMENT LIMITED By: /s/ Andrew Jinks --------------------------------- Name: Andrew Jinks Title: Attorney Page 25  PARAGRAPH 11. ELECTIONS AND VARIABLES (a) BASE CURRENCY AND ELIGIBLE CURRENCY. (i) "Base Currency" means Termination Currency. (ii) "Eligible Currency" means the Base Currency and each other currency specified here: Sterling and Euros. (b) CREDIT SUPPORT OBLIGATIONS. (i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT. (A) "DELIVERY AMOUNT": Paragraph 2(a) shall apply, except that the words, "upon a demand made by the Transferee" shall be deleted and the word "that" on the second line of Paragraph 2(a) shall be replaced with the word "a". (B) "RETURN AMOUNT" has the meaning as specified in Paragraph 2(b). (C) "CREDIT SUPPORT AMOUNT" has the meaning specified under the relevant definition of Ratings Agency Requirement if their Ratings Agency Requirement applies. In circumstances where more than one of the Ratings Agency Requirements apply to Party A, the Credit Support Amount shall be calculated by reference to the Ratings Agency Requirement which would result in Party A transferring the greatest amount of Eligible Credit Support. Under no circumstances will Party A be required to transfer more Eligible Credit Support than the greatest amount calculated in accordance with the Ratings Agency Requirement set out below. (ii) ELIGIBLE CREDIT SUPPORT. The following items will qualify as "Eligible Credit Support" for Party A: VALUATION PERCENTAGE ---------- (A) cash in the Base Currency 100% (B) Cash in an Eligible Currency other than the Base Currency 94% (C) negotiable debt obligations issued by the U.S. Treasury 99% Department having a residual maturity on such date of less than 1 year (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (D) negotiable debt obligations issued by the U.S. Treasury 98.5% Department having a residual maturity on such date equal to or greater than 1 year but less than 3 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (E) negotiable debt obligations issued by the U.S. Treasury 97% Department having a residual maturity on such date equal to or greater than 3 years but less than 5 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (F) negotiable debt obligations issued by the U.S. Treasury 95.8% Department having a residual maturity on such date equal to or greater than 5 years but less than 7 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or Page 1  above by S&P) (G) negotiable debt obligations issued by the U.S. Treasury 95% Department having a residual maturity on such date equal to or greater than 7 year but less than 10 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (H) negotiable debt obligations of the United Kingdom having a 99% residual maturity on such date of less than 1 year (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (I) negotiable debt obligations of the United Kingdom having a 97.1% residual maturity on such date equal to or greater than 1 year but less than 3 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (J) negotiable debt obligations of the United Kingdom having a 92.1% residual maturity on such date equal to or greater than 3 year but less than 5 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (K) negotiable debt obligations of the United Kingdom having a 88.8% residual maturity on such date equal to or greater than 5 year but less than 7 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) (L) negotiable debt obligations of the United Kingdom with a residual 85.4% maturity on such date equal to or greater than 7 years but less than 10 years (with local and foreign currency issuer ratings of Aa2 or above by Moody's or AA or above by S&P) or such higher percentage or any other item (and applicable Valuation Percentage for such other item) as may be agreed between Party A, Party B and the relevant rating agencies from time to time; and provided that: (a) where the Fitch Requirements apply, the Valuation Percentage shall be the lower of the Valuation Percentages specified above and either (1) the relevant percentage determined by reference to the table headed "Fitch Advance Rates (%)" appearing in Appendix A hereto (if applicable), or (2) in relation to a type of Eligible Credit Support not listed in that table, such percentage as may be agreed between Party A, Party B and Fitch from time to time; and (b) where the Moody's Requirements apply, the applicable Valuation Percentage shall be the lower of the Valuation Percentages specified above and either (1) the relevant percentage determined by reference to the relevant table appearing in Appendix B hereto, or (2) in relation to a type of Eligible Credit Support not listed in that table, such percentage as may be agreed between Party A, Party B and Moody's from time to time (c) where the Credit Support Amount is transferred in a currency other than the Termination Currency, the Valuation Percentage specified above shall be reduced by 6%. Where the ratings of the relevant agencies differ with respect to the same negotiable debt obligation, the lower of the ratings shall apply. For the purpose of this Annex, references to the "relevant rating agency" shall mean the rating agency whose Ratings Agency Requirement will be used to determine the amount of Eligible Credit Support that Party A is required to transfer to Party B following a credit ratings downgrade of Party A. Page 2  (iii) THRESHOLDS. (A) "INDEPENDENT AMOUNT" means, for Party A and Party B, with respect to each Transaction, zero. (B) "THRESHOLD" means, for Party A: infinity, unless (A) (i) an Initial S&P Note Downgrade Event and/or an Initial Fitch Note Downgrade Event has occurred AND (ii) Party A has not otherwise complied with Section 17(A)(i)(B), (C) or (D)and/or Section 17(C)(i)(B), (C) or (D), respectively, of the Agreement, OR (B) (i) a Subsequent S&P Note Downgrade Event and/or First Subsequent Fitch Note Downgrade Event has occurred AND (ii) Party A has not otherwise complied with Section 17(A)(ii)(A) and/or Section 17(C)(ii)(B), (C) or (D) and/or Section 17(C)(iii)(A), (B) or (C) respectively, of the Agreement OR (C) so long as no Relevant Entity has the First Trigger Required Ratings and either (i) no Relevant Entity has had the First Trigger Required Ratings since this Annex was executed or (ii) at least 30 Local Business days have elapsed since the last time a Relevant Entity had the First Trigger Required Ratings, then its Threshold shall be zero. "THRESHOLD" means, for Party B: infinity (C) "MINIMUM TRANSFER AMOUNT" means, with respect to Party A and Party B, USD 50,000; provided, that if (1) an Event of Default has occurred and is continuing with respect to Party A, or (2) an Additional Termination Event has occurred in respect of which Party A is an Affected Party, the Minimum Transfer Amount with respect to such party shall be zero. (D) "ROUNDING" The Delivery Amount and the Return Amount will be rounded up to the nearest integral multiple of USD 10,000 and the Return Amount will be rounded down to the nearest integral multiple of USD 10,000, subject to the maximum Return Amount being equal to the Credit Support Balance. (iv) "EXPOSURE" has the meaning specified in Paragraph 10, except that (1) after the word "Agreement" the words "(assuming, for this purpose only, that Part 5(p) of the Schedule is deleted)" shall be inserted and (2) at the end of the definition of Exposure, the words "with terms substantially the same as those of this Agreement" shall be added. (c) VALUATION AND TIMING. (i) "VALUATION AGENT" means, Party A in all circumstances. (ii) "VALUATION DATE" means each Local Business Day. (iii) "VALUATION TIME" means the close of business in the relevant market, as determined by the Valuation Agent, on the Local Business Day immediately preceding the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure will, as far as practicable, be made as of approximately the same time on the same date. (iv) "NOTIFICATION TIME" means by 2:00 p.m., London time, on a Local Business Day. (d) EXCHANGE DATE. "Exchange Date" has the meaning specified in paragraph 3(c)(ii). (e) DISPUTE RESOLUTION. (i) "RESOLUTION TIME" means 2:00 p.m., London time, on the Local Business Day following the date on which notice is given that gives rise to a dispute under Paragraph 4. (ii) "VALUE" For the purpose of Paragraph 4(a)(4)(i)(C) and 4(a)(4)(ii), the Value of the outstanding Credit Support Balance or of any transfer of Eligible Credit Support or Equivalent Credit Support, as the case may be, will be calculated as follows: (A) with respect to any Cash, the Base Currency Equivalent of the amount thereof; (B) with respect to any Eligible Credit Support or Equivalent Credit Support other than Securities and Cash, the Base Currency Equivalent of the fair market value thereof on Page 3  such date, as determined in any reasonable manner chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage; and (C) with respect to any Eligible Credit Support or Equivalent Credit Support comprising securities ("SECURITIES") the Base Currency Equivalent of the sum of (a)(x) the last bid price on such date for such Securities on the principal national securities exchange on which such Securities are listed, multiplied by the applicable Valuation Percentage; or (y) where any Securities are not listed on a national securities exchange, the bid price for such Securities quoted as at the close of business on such date by any principal market maker (which shall not be and shall be independent from the Valuation Agent) for such Securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage; or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available, multiplied by the applicable Valuation Percentage; plus (b) the accrued interest where applicable on such Securities (except to the extent that such interest shall have been paid to the Transferor pursuant to Paragraph 5(c)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date. (iii) "ALTERNATIVE" The provisions of Paragraph 4 will apply. (f) DISTRIBUTION AND INTEREST AMOUNT. (i) "Interest Rate" The "Interest Rate" in relation to each Eligible Currency specified below will be: Eligible Currency Interest Rate USD The overnight rate in U.S. Dollars published on Reuters Page LIBOR01 for the relevant day at the close of business in New York on such day. EUR The overnight rate fixed for such day, as set forth under the heading "EONIA" on Telerate Screen Page 247, or if such page ceases to be available, the relevant interest rate shall be determined by reference to any successor page thereto. GBP "SONIA" for any day means the reference rate equal to the overnight rate as calculated by the Wholesale Market Brokers Association which appears on Telerate Page 3937 under the heading "Sterling Overnight Index" as of 9.00 a.m., London time, on the first London Banking Day following that day. For the avoidance of doubt, for the purposes of the above, "Telerate" means, when used in connection with any designated page, the display page so designated on Bridge's Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the relevant interest rate above). (ii) "TRANSFER OF INTEREST AMOUNT" The transfer of the Interest Amount will be made monthly on the second Local Business Day of each calendar month to the extent that Party B has earned and received such amount of interest and that a Delivery Amount would not be created or increased by that transfer, and on any other Local Business Day on which Equivalent Credit Support is transferred to the Transferor pursuant to Paragraph 2(b), provided that Party B shall only be obliged to transfer any Interest Amount to Party A to the extent that it has actually received such amount. (iii) "ALTERNATIVE TO INTEREST AMOUNT" The provisions of Paragraph 5(c)(ii) will apply. For the purposes of calculating the Interest Amount the amount of interest calculated for each day of the Interest Period shall, with respect to any Eligible Currency, be compounded daily. Page 4  (iv) "INTEREST AMOUNT" The definition of "Interest Amount" shall be deleted and replaced with the following: "INTEREST AMOUNT" means, with respect to an Interest Period and each portion of the Credit Support Balance comprised of cash in an Eligible Currency, the sum of the amounts of interest determined for each day in that Interest Period by the Valuation Agent as follows: (x) the amount of such currency comprised in the Credit Support Balance at the close of business for general dealings in the relevant currency on such day (or, if such day is not a Local Business Day, on the immediately preceding Local Business Day); multiplied by (y) the relevant Interest Rate; divided by (z) 360 (or in the case of pounds sterling, 365). (g) ACCOUNT DETAILS. Party A: USD CASH ACCOUNT WITH: JPMorgan Chase Bank, New York ABA NO.: 021000021 ACCOUNT NO: 400930153 GBP CASH ACCOUNT WITH: RBOSGB2L Royal Bank of Scotland, Correspondent Banking, London BENEFICIARY: RBOSGB2L Royal Bank of Scotland, Correspondent Banking, London ACCOUNT NO: 10004053 SORT CODE: 16-75-80 EUR CASH ACCOUNT WITH: RBOSGB2L Royal Bank of Scotland, Correspondent Banking, London BENEFICIARY: RBOSGB2L Royal Bank of Scotland, Correspondent Banking, London ACCOUNT NO: RBSFMLON EURC Party B: To be advised (h) OTHER PROVISIONS. (I) TRANSFER TIMING. (A) The final paragraph of Paragraph 3(a) shall be deleted and replaced with the following: "Subject to Paragraph 4, and unless otherwise specified, any transfer of Eligible Credit Support or Equivalent Credit Support (whether by the Transferor pursuant to Paragraph 2(a) or by the Transferee pursuant to Paragraph 2(b)) shall be made not later than the close of business on the Settlement Day." Page 5  (B) The definition of Settlement Day shall be deleted and replaced with the following: "SETTLEMENT DAY" means the next Local Business Day after the Demand Date". (C) For the purposes of this Paragraph 11(h)(i): "DEMAND DATE" means, with respect to a transfer by a party: (i) in the case of a transfer pursuant to Paragraph 2, Paragraph 3 or Paragraph 4(a)(2), the relevant Valuation Date. For the avoidance of doubt, for the purposes of Paragraph 2 and Paragraph 4(a)(2), the Transferor will be deemed to receive notice of the demand by the Transferee to make a transfer of Eligible Credit Support; and (ii) in the case of a transfer pursuant to Paragraph 3(c)(ii)(A), the date on which the Transferee has given its consent to the proposed exchange. For the avoidance of doubt, on each Demand Date the Transferor shall deliver to the Transferee and the Trustee a statement showing the amount of Eligible Credit Support to be delivered. (D) The words "or promptly following" shall be deleted from the first and second lines of Paragraph 2(a). (II) EARLY TERMINATION. The heading for Paragraph 6 shall be deleted and replaced with "Early Termination" and the following shall be added after the word "Default" in the first line of Paragraph 6, "or a Termination Event in relation to all (but not less than all) Transactions". (III) COSTS OF TRANSFER ON EXCHANGE. Notwithstanding Paragraph 8, the Transferor will be responsible for, and will reimburse the Transferee for, all transfer and other taxes and other costs involved in the transfer of Eligible Credit Support either from the Transferor to the Transferee or from the Transferee to the Transferor hereto. (IV) CUMULATIVE RIGHTS. The rights, powers and remedies of the Transferee under this Annex shall be in addition to all rights, powers and remedies given to the Transferee by the Agreement or by virtue of any statute or rule of law, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of the Transferee in the Credit Support Balance created pursuant to this Annex. (V) SINGLE TRANSFEROR AND SINGLE TRANSFEREE. Party A and Party B agree that, notwithstanding anything to the contrary in this Annex, (including, without limitation, the recital hereto, Paragraph 2 or the definitions in Paragraph 10), (a) the term "Transferee" as used in this Annex means only Party B; (b) the term "Transferor" as used in this Annex means only Party A; (c) only Party A will be required to make Transfers of Eligible Credit Support hereunder; and (d) in the calculation of any Credit Support Amount, where the Transferee's Exposure would be expressed as a negative number, such Exposure shall be deemed to be zero. (VI) RATINGS AGENCY REQUIREMENTS. "RATING AGENCY REQUIREMENTS" means the Moody's Requirements, the S&P Requirements and the Fitch Requirements, as defined below. The Moody's Requirements apply so long as no Relevant Entity has the First Trigger Required Ratings and either (i) no Relevant Entity has had the First Trigger Required Ratings since this Page 6  Annex was executed or (ii) at least 30 Local Business days have elapsed since the last time a Relevant Entity had the First Trigger Required Ratings. The S&P Requirements apply to Party A if an Initial S&P Note Downgrade Event occurs and Party A has not otherwise complied with Section 17(A)(i)(B), (C) or (D) of the Agreement or if a Subsequent S&P Note Downgrade Event occurs and Party A has not otherwise complied with Section 17(A)(ii)(A) of the Agreement. The Fitch Requirements apply to Party A if an Initial Fitch Note Downgrade Event occurs and Party A has not otherwise complied with Section 17(C)(i)(B), (C) or (D) of the Agreement or if a First Subsequent Fitch Note Downgrade Event occurs and Party A has not otherwise complied with Section 17(C)(ii)(B), (C) or (D) of the Agreement. MOODY'S REQUIREMENTS. "CREDIT SUPPORT AMOUNT" shall be calculated in accordance with the meaning specified in Paragraph 10, provided however, that the "Transferee's Exposure" shall be replaced with the words "the Additional Collateral Amount" in the second line thereof. For such purposes "ADDITIONAL COLLATERAL AMOUNT" means: (i) for so long as (A) no Subsequent Moody's Note Downgrade Event has occurred and is continuing or (B) less than 30 Local Business Days have elapsed since the last time no Subsequent Moody's Note Downgrade Event had occurred and was continuing, with respect to a Valuation Date, the greater of (1) zero and (2) the sum of (i) the Transferee's Exposure and (ii) the lesser of: (a) the sum of the Transaction Notional Amount(s) for each outstanding Transaction under the Agreement (other than the Transaction constituted by this Annex) multiplied by 0.025; and (b) the sum of: (A) the sum of the Transaction Notional Amount(s) for each outstanding Transaction under the Agreement (other than the Transaction constituted by this Annex) multiplied by 0.01; and (B) DV01 Multiplied by 10; and (ii) for so long as a Subsequent Moody's Note Downgrade Event has occurred and is continuing and 30 or more Local Business Days have elapsed since the last time no Subsequent Moody's Note Downgrade Event had occurred and was continuing, with respect to a Valuation Date, the greater of: (a) zero: (b) the sum of the payment(s) (excluding any initial exchanges and final exchanges), if any, due to be made by Party A on the next scheduled payment date under each outstanding Transaction under the Agreement (other than the Transaction constituted by this Agreement); and (c) the sum of (i) the Transferee's Exposure and (ii) the lesser of: (X) the sum of: (i) DV01 multiplied by 30; and (ii) the sum of the Transaction Notional Amount(s) for each outstanding Transaction under the Agreement (other than the Transaction constituted by this Annex) multiplied by 0.06; and (Y) the sum of the Transaction Notional Amount(s) for each outstanding Transaction under the Agreement (other than the Transaction constituted by this Annex) multiplied by 0.11 In relation to the foregoing, Party A will, upon receipt of reasonable notice from Moody's, demonstrate to Moody's the calculation by Party A of the Transferee's Exposure. Page 7  S&P REQUIREMENTS. "CREDIT SUPPORT AMOUNT" shall mean with respect to a Transferor on a Valuation Date: (i) For a Cross-Currency Swap, an Interest Rate Swap or an Interest Rate Cap, the greater of zero and the sum of: (A) the Transferee's Exposure less the Threshold applicable to the Transferor; and (B) the sum of the Transaction Notional Amount(s) as defined in the Confirmation for each outstanding Transaction (other than the Transaction constituted by this Annex) under the Agreement multiplied by the relevant volatility buffer as set out in the S&P publication entitled "Global Interest Rates and Currency Swaps: Calculating the Collateral Amount" and dated 26 February 2004 ( the "S&P VB PUBLICATION"). (ii) For a Basis Rate Swap, the greater of zero and the sum of: (A) the Transferee's Exposure less the Threshold applicable to the Transferor; and (B) the sum of the Transaction Notional Amount(s) for each outstanding Transaction (other than the Transaction constituted by this Annex) under the Agreement multiplied by 0.1 multiplied by the relevant volatility buffer as set out in the S&P VB Publication. FITCH REQUIREMENTS. "CREDIT SUPPORT AMOUNT" shall mean at any time for the purposes of the Fitch Requirements with respect to a Transferor on a Valuation Date the result of the following formula: max[MV plus VC multiplied by 105 per cent multiplied by N;0] where: "MAX" means maximum; "MV" means the Transferee's Exposure less the Threshold applicable to the Transferor; "VC" means the applicable volatility cushion at that time determined by reference to percentages set out in the table headed "Volatility Cushion (%)" appearing at the end of Appendix 2 to the "Structured Finance Criteria Report" published by Fitch and dated 13 September 2004; and "N" means the sum of the Transaction Notional Amount(s) for each outstanding Transaction under this Agreement (other than the Transaction constituted by this Annex) at that time. (VII) CALCULATIONS. Paragraph 3(b) of this Annex shall be amended by inserting the words "and shall provide each party (or the other party, if the Valuation Agent is a party) with a description in reasonable detail of how such calculations were made, upon request" after the word "calculations" in the third line thereof. (VIII) DEMANDS AND NOTICES. All demands, specifications and notices under this Annex will be made pursuant to Section 12 of this Agreement. (IX) MARK-TO-MARKET PROCEDURES FOLLOWING AN S&P RATING DOWNGRADE If the short-term unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-2" by S&P or if the long-term unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as BBB- by S&P, (1) Party A shall procure that the monthly valuation of Party B's Exposure is valued by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement, on the following basis: (x) the valuation may be obtained from the same independent third party up to Page 8  four times in any twelve month period; (y) Party B's Exposure, for the purposes of posting collateral shall be deemed to be equal to the highest of the two independent third party valuation bids and the Credit Support Amount; (z) Party A shall provide S&P with the two monthly independent third party valuations and its calculations pursuant to Paragraph 3(b) in relation to the day on which the monthly independent third party valuations are obtained; and (2) Party A shall cure any deficiencies in the collateral posted with respect to the relevant valuation within three days from such valuation. (X) MARK-TO-MARKET PROCEDURES FOLLOWING A FITCH RATING DOWNGRADE If (i) the short-term unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F2" by Fitch, or (ii) the long-term unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least "BBB+" by Fitch, (1) Party A shall procure that the monthly valuation of Party B's Exposure is valued by an independent third party that would be eligible and willing to be a transferee of Party A's benefits and obligations under this Agreement on the basis that Party A shall provide Fitch with the monthly independent third party valuation and its calculations pursuant to Paragraph 3(b) in relation to the day on which the monthly independent third party valuation is obtained; and (2) Party A shall cure any deficiencies in the collateral posted with respect to the relevant valuation within three days from such valuation. (XI) DEFINITIONS. As used in this Annex, the following terms shall mean: "CROSS-CURRENCY SWAP" means any cross-currency rate swap transaction between Party A and Party B entered into pursuant to the Agreement as evidenced by a Confirmation; "DISTRIBUTIONS" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance consisting of securities, all principal, interest and other payments and distributions of cash or other property to which a holder of securities of the same type, nominal value, description and amount as such Eligible Credit Support would have actually received from time to time; "DISTRIBUTION DATE" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance other than cash, each date on which Party B would have received Distributions or, if that date is not a Local Business Day, the next following Local Business Day; "DV01" means the sum of the estimated change(s) in the mid-market value for each outstanding Transaction under the Agreement (other than the Transaction constituted by this Annex) that would result from a one basis point change in the Relevant Swap Curve, as determined by the Valuation Agent in good faith and in a commercially reasonable manner in accordance with the relevant customary methodology used by the Valuation Agent; "FITCH" means Fitch Australia Pty Ltd and includes any successors thereto; "INTEREST RATE CAP" means any interest rate cap transaction entered into pursuant to the Agreement between Party A and Party B as evidenced by a Confirmation; "INTEREST RATE SWAP" means any interest rate swap transaction entered into pursuant to the Agreement between Party A and Party B as evidenced by a Confirmation; "BASIS RATE SWAP" means any libor basis rate swap transaction between Party A and Party B entered into pursuant to the Agreement as evidenced by a Confirmation. "MOODY'S" means Moody's Investors Service Limited and includes any successors thereto; "RATING AGENCIES" means Moody's, S&P and Fitch; "RELEVANT SWAP CURVE" means, in relation to a Transaction that is cross-currency swap, the Swap Curve that, if it were the Relevant Swap Curve, would produce the largest DV01; "S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc. and includes any successors thereto; Page 9  "SWAP CURVE" means the USD LIBOR or BBSW swap curve, as determined by Party A with reference to its own proprietary swap curves; "TRANSACTION" means a Transaction entered into pursuant to this Agreement; and "TRANSACTION NOTIONAL AMOUNT" means in respect of a Valuation Date, the Party A floating rate currency amount in respect of a Cross-Currency Swap, or, in respect of an Interest Rate Swap, the Notional Amount of such Interest Rate Swap, each as at such Valuation Date. Page 10  APPENDIX A - FITCH ADVANCE RATES TABLE ADVANCE RATES (%) Notes' Rating Collateral ------------------------- Region Asset Rating Maturity (Yrs) AAA AA A BBB - ------------------------------------------------------------------------ USD Gov AAA <=1 97.5 97.8 98.4 98.9 USD Gov AAA 1-3 94.7 95.3 95.9 96.5 USD Gov AAA 3-5 91.5 92.5 93.5 94.5 USD Gov AAA 5-7 89.0 90.1 91.2 92.3 USD Gov AAA 7-10 86.3 87.5 88.8 90.0 USD Gov AAA 10-20 83.0 84.5 86.0 87.5 USD Gov AAA 20+ 79.0 80.7 82.3 84.0 GBP Gov AAA < 1 97.5 98.0 98.4 98.9 GBP Gov AAA 1-3 94.7 95.3 95.9 96.5 GBP Gov AAA 3-5 91.5 92.5 93.5 93.9 GBP Gov AAA 5-7 88.8 90.1 91.1 91.5 GBP Gov AAA 7-10 86.3 87.5 88.8 90.0 GBP Gov AAA 15-20 86.7 88.7 89.6 90.1 GBP Gov AAA 20+ 83.0 84.5 86.0 87.5 USD CP F1+ 0.25 99.5 99.5 99.5 99.5 GBP CP F1+ 0.25 99.5 99.5 99.5 99.5 EUR CP F1+ 0.25 99.5 99.5 99.5 99.5 JPY CP F1+ 0.25 99.5 99.5 99.5 99.5 AUD CP F1+ 0.25 99.5 99.5 99.5 99.5 Source: FitchRatings Page 11  APPENDIX B - MOODY'S VALUATION PERCENTAGES Table 5A VALUATION PERCENTAGES Where Rated Liabilities are EURO Denominated FIRST TRIGGER BUSINESS DAYS RISK: = SECOND TRIGGER 2 BDS + POSTING FREQUENCY; = 32 BDS + POSTING FREQUENCY --------------------------------------------------------- INSTRUMENT DAILY WEEKLY DAILY WEEKLY - ------------------------------------------------------------------------------------- EURO Cash 100% 100% 100% 100% Sterling Cash 99% 98% 97% 96% U.S. Dollar Cash 98% 97% 94% 93% Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with Remaining Maturity < 1 Year 98% 97% 94% 93% 1 to 2 years 98% 97% 93% 92% 2 to 3 years 98% 97% 92% 91% 3 to 5 years 98% 97% 91% 90% 5 to 7 years 98% 97% 90% 88% 7 to 10 years 98% 97% 88% 87% 10 to 2O years 98% 97% 85% 83% > 20 years 98% 97% 83% 81% Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department All Maturities 98% 97% 93% 92% Fixed-Rate U.S. Agency Debentures With Remaining Maturity < 1 Year 98% 97% 93% 92% 1 to 2 years 98% 97% 93% 91% 2 to 3 years 98% 97% 92% 90% 3 to 5 years 98% 97% 90% 89% 5 to 7 years 98% 97% 89% 87% 7 to 10 years 98% 97% 87% 86% 10 to 20 years 98% 97% 84% 82% > 20 years 98% 97% 82% 80% Floating-Rate U.S. Agency Debentures All Maturities 98% 97% 92% 91% Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity < 1 Year 100% 100% 100% 100% 1 to 2 years 100% 100% 99% 99% 2 to 3 years 100% 100% 98% 98% 3 to 5 years 100% 100% 96% 96% 5 to 7 years 100% 100% 95% 94% 7 to 10 years 100% 100% 94% 93% 10 to 20 years 100% 100% 89% 88% > 20 years 100% 100% 87% 86% Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above All Maturities 100% 100% 99% 99% Fixed-Rate United Kingdom Gilts with Remaining Maturity < 1 Year 99% 98% 96% 95% 1 to 2 years 99% 98% 95% 94% 2 to 3 years 99% 98% 94% 93% 3 to 5 years 99% 98% 93% 92% 5 to 7 years 99% 98% 92% 91% 7 to 10 years 99% 98% 91% 90% 10 to 20 years 99% 98% 87% 85% > 20 years 99% 98% 85% 84% Floating-rate United Kingdom Gilts All Maturities 99% 98% 96% 95% Page 12  Table 5B VALUATION PERCENTAGES Where Rated Liabilities are STERLING Denominated FIRST TRIGGER BUSINESS DAYS RISK: SECOND TRIGGER = 2 BDS+POSTING FREQUENCY; 32 BDS + POSTING FREQUENCY --------------------------------------------------------- INSTRUMENT DAILY WEEKLY DAILY WEEKLY - ------------------------------------------------------------------------------------- Sterling Cash 100% 100% 100% 100% EURO Cash 99% 98% 97% 96% U.S. Dollar Cash 98% 97% 95% 94% Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with Remaining Maturity < 1 Year 98% 97% 95% 94% 1 to 2 years 98% 97% 94% 93% 2 to 3 years 98% 97% 93% 92% 3 to 5 years 98% 97% 92% 91% 5 to 7 years 98% 97% 91% 89% 7 to 10 years 98% 97% 89% 88% 10 to 20 years 98% 97% 86% 84% > 20 years 98% 97% 84% 82% Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department All Maturities 98% 97% 94% 93% Fixed-Rate U.S. Agency Debentures with Remaining Maturity < 1 Year 98% 97% 94% 93% 1 to 2 years 98% 97% 94% 92% 2 to 3 years 98% 97% 93% 91% 3 to 5 years 98% 97% 91% 90% 5 to 7 years 98% 97% 90% 88% 7 to 10 years 98% 97% 88% 87% 10 to 2O years 98% 97% 85% 83% > 20 years 98% 97% 83% 81% Floating-Rate U.S. Agency Debentures A1l Maturities 98% 97% 93% 92% Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity < 1 Year 99% 98% 97% 96% 1 to 2 years 99% 98% 96% 95% 2 to 3 years 99% 98% 95% 94% 3 to 5 years 99% 98% 93% 92% 5 to 7 years 99% 98% 92% 90% 7 to 10 years 99% 98% 91% 89% 10 to 20 years 99% 98% 86% 84% > 20 years 99% 98% 84% 83% Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above All Maturities 99% 98% 96% 95% Fixed-Rate United Kingdom Gilts with Remaining Maturity < 1 Year 100% 100% 99% 99% 1 to 2 years 100% 100% 98% 98% 2 to 3 years 100% 100% 97% 97% 3 to 5 years 100% 100% 96% 96% 5 to 7 years 100% 100% 95% 95% 7 to 10 years 100% 100% 94% 94% 10 to 20 years 100% 100% 90% 89% > 20 years 100% 100% 88% 87% Floating-Rate United Kingdom Gilts All Maturities 100% 100% 99% 99% Page 13  Table 5C VALUATION PERCENTAGES Where Rated Liabilities are U.S. DOLLAR Denominated FIRST TRIGGER BUSINESS DAYS RISK: SECOND TRIGGER = 2 BDS + POSTING FREQUENCY; = 32 BDS + POSTING FREQUENCY ----------------------------------------------------------- INSTRUMENT DAILY WEEKLY DAILY WEEKLY - --------------------------------------------------------------------------------------- U.S. Dollar Cash 100% 100% 100% 100% EURO Cash 98% 97% 94% 93% Sterling Cash 98% 97% 95% 94% Fixed-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department with Remaining Maturity < 1 Year 100% 100% 100% 100% 1 to 2 years 100% 1O0% 99% 99% 2 to 3 years 100% 100% 98% 98% 3 to 5 years 100% 100% 97% 97% 5 to 7 years 100% 100% 96% 95% 7 to 10 years 100% 100% 94% 94% 10 to 20 years 100% 100% 90% 89% > 20 years 100% 100% 88% 87% Floating-rate Negotiable Treasury Debt Issued by The U.S. Treasury Department All Maturities 100% 100% 99% 99% Fixed-Rate U.S. Agency Debentures with Remaining Maturity < 1 Year 100% 100% 99% 99% 1 to 2 years 100% 100% 99% 98% 2 to 3 years 100% 100% 98% 97% 3 to 5 years 100% 10O% 96% 96% 5 to 7 years 100% 100% 93% 94% 7 to 10 years 100% 100% 93% 93% 10 to 20 years 100% 100% 89% 88% > 20 years 100% 100% 87% 86% Floating-Rate U.S. Agency Debentures All Maturities 100% 100% 98% 98% Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity < Year 98% 97% 94% 93% 1 to 2 years 98% 97% 93% 92% 2 to 3 years 98% 97% 92% 91% 3 to 5 years 98% 97% 90% 89% 5 to 7 years 98% 97% 89% 87% 7 to 10 years 98% 97% 88% 86% 10 to 20 years 98% 97% 84% 82% > 20 years 98% 97% 82% 80% Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above All Maturities 98% 97% 93% 92% Fixed-Rate United Kingdom Gilts With Remaining Maturity < 1 Year 98% 97% 94% 93% 1 to 2 years 98% 97% 93% 92% 2 to 3 years 98% 97% 92% 91% 3 to 5 years 98% 97% 91% 90% 5 to 7 years 98% 97% 90% 89% 7 to 10 years 98% 97% 89% 88% 10 to 20 years 98% 97% 86% 84% > 20 Years 98% 97% 84% 82% Floating-Rate United Kingdom Gilts All Maturities 98% 97% 94% 93% Page 14  IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. SIGNED SEALED AND DELIVERED for NATIONAL WESTMINSTER BANK PLC ("PARTY A") by: /s/ Louise Bullock - ------------------------------------- Louise Bullock, Legal Counsel, Australia Name (please print) SIGNED for PERPETUAL TRUSTEES CONSOLIDATED LIMITED, ABN 81 004 029 841 ("PARTY B") in its capacity as trustee of the Trust by its attorney in the presence of: /s/ James Clifford /s/ Andrea Ruver - ------------------------------------- ---------------------------------------- Witness Attorney James Clifford Andrea Ruver Name (please print) Name (please print) SIGNED for CRUSADE MANAGEMENT LIMITED ABN 90 072 715 916 ("TRUST MANAGER") in its capacity as trustee of the Trust by its attorney in the presence of: /s/ James Clifford /s/ Andrew Jinks - ------------------------------------- ---------------------------------------- Witness Attorney James Clifford Andrew Jinks Name (please print) Name (please print) Page 15  [RBS LOGO] Global Banking & Markets 280 Bishopsgate London EC2M 4RB 14 March 2007 Perpetual Trustees Consolidated Limited in its capacity of the trustee of the Crusade Global Trust No. 1 of 2007 re: A-1 Notes Attn: Manager, Securitisation Level 12, Angel Place 123 Pitt Street Sydney NSW 2000 Australia Fax: +61 2 9221 7870 Crusade Management Limited In its capacity as manager of the Crusade Global Trust No. 1 of 2007 (the "Manager") 4-16 Montgomery Street, Kogarah New South Wales 2217 Australia Fax:+61 2 9320 5785 Dear Sirs, AMENDMENT THIS CONFIRMATION SUPERSEDES AND REPLACES ANY PREVIOUS COMMUNICATION RECEIVED FROM OURSELVES IN RELATION TO THE BELOW REFERENCED TRANSACTION. OUR REFERENCE: D15102596 RE: AUD/USD CROSS CURRENCY SWAP The purpose of this document is to set forth the terms and conditions of the transaction entered into between National Westminster Bank Plc and yourselves on the Trade Date specified below (the "Swap Transaction"). This document constitutes a "Confirmation" as referred to in the Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of 13 March 2007, as amended and supplemented from time to time (the  "Agreement"), between yourselves and National Westminster Bank Plc. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Party A: National Westminster Bank Plc Party B: Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) as trustee for Crusade Global Trust No. 1 of 2007 Manager: Crusade Management Limited (ABN 90 072 715 916) Capitalised Terms used herein but not defined shall have the meaning assigned to them in the 2000 ISDA Definitions or the Supplementary Terms Notice as the case may be. "Supplementary Terms Notice" means the document, so entitled, dated on or about the date of this Confirmation between (among others) Party B, Crusade Management Limited, St.George Bank Limited (ABN 92 055 513 070) and P.T. Limited. Trade Date 13 March 2007 Effective Date 15 March 2007 Termination Date The earlier of: i. 19 April 2038; ii. without prejudice to the operation of sub-paragraph (i) above and (iii) below, the date upon which the Security Trustee has enforced the security under the Security Trust Deed and distributed the proceeds thereof in full; and iii. the date on which all of the Class A-1 Notes are redeemed in whole in accordance with the Conditions (other than as a result of redemption pursuant to Condition 5(j) (Redemption for Taxation or Other Reasons) or Condition 10 (Enforcement). in each case, subject to adjustment in accordance with the Modified Following Business Day Convention. NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 2  PARTY B FLOATING AMOUNTS Floating Rate B Payer Party B Floating Rate B Payer Currency Amount The AUD Equivalent of the aggregate Invested Amount for all Class A-1 Notes as at the first day of the Calculation Period ending on, but excluding, the relevant Floating Rate Payer Payment Date; provided that, if on any Floating Rate Payer Payment Date, the Manager determines, in accordance with Clause 5 of the Supplementary Terms Notice (as specified in a notice from the Manager to Party A on the relevant Quarterly Determination Date), that there are insufficient funds available for Party B to pay the Party B Floating Amount in full, then the Party A Floating Amount otherwise due on such Floating Rate Payer Payment Date shall be reduced by the same proportion as the reduction in the Party B Floating Amount paid by Party B to Party A on such Floating Rate Payer Payment Date as compared to the Party B Floating Amount that would otherwise have been payable on such date. Floating Rate B Payer Payment Dates The 19th day of each January, April, July and October, commencing on 19 April 2007 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate Option B AUD-BBR-BBSW Designated Maturity B 3 months with the exception of the initial Calculation Period which will be a Linear Interpolation of the 1 month and 2 month rates. Spread B (a) up to but excluding the Call Date; plus 0.15476 per cent per annum; and (b) from and including the Call Date, plus 0.30952 per cent per annum. Floating Rate B Day Count NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 3  Fraction Actual/365(Fixed). Compounding B Inapplicable. Reset Dates B The first day of each Calculation Period. Business Days for Floating Amounts B London, New York, Sydney, and TARGET Settlement Day PARTY A FLOATING AMOUNTS Floating Rate A Payer Party A Floating Rate A Payer Currency Amount The aggregate Invested Amount for all Class A-1 Notes as at the first day of the Calculation Period ending on, but excluding, the relevant Floating Rate Payer Payment Date; provided that, if on any Floating Rate Payer Payment Date, the Manager determines, in accordance with Clause 5 of the Supplementary Terms Notice (as specified in a notice from the Manager to Party A on the relevant Quarterly Determination Date), that there are insufficient funds available for Party B to pay the Party B Floating Amount in full, then the Party A Floating Amount otherwise due on such Floating Rate Payer Payment Date shall be reduced by the same proportion as the the reduction in the Party B Floating Amount paid by Party B to Party A on such Floating Rate Payer Payment Date as compared to the Party B Floating Amount that would otherwise have been payable on such date. Floating Rate A Payer Payment Dates The 19th day of each January, April, July and October, commencing 19 April 2007 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate Option A USD-LIBOR-BBA. Designated Maturity A 3 months with the exception of the initial Calculation Period which will be a Linear Interpolation of the 1 month and 2 month rates. Spread A (a) up to but excluding the Call Date; plus 0.06 per cent per annum; and NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 4  (b) from and including the Call Date, plus 0.12 per cent per annum. Floating Rate A Day Count Fraction Actual/360 Compounding A Inapplicable Reset Dates A The first day of each Calculation Period. Business Days for Floating Amounts A London, New York, Sydney, and TARGET Settlement Day INITIAL EXCHANGE Initial Exchange Date: The Effective Date Floating Rate Payer A Initial Exchange Amount: The AUD Equivalent of the aggregate Initial Invested Amount for all Class A-1 Notes on the Effective Date, being AUD1,875,808,538.00. Floating Rate Payer B Initial Exchange Amount: The aggregate Initial Invested Amount for all Class A-1 Notes on the Effective Date, being USD1,450,000,000.00. INTERIM EXCHANGE Interim Exchange Dates: Each Quarterly Payment Date (including the Termination Date). Floating Rate Payer A Interim Exchange Amount: The USD Equivalent of the Floating Rate Payer B Interim Exchange Amount. Floating Rate Payer B Interim Exchange Amount: The AUD amounts due to Party A, pursuant to clauses 5.1(c)(iv), 5.1(c)(v)(A), 5.2(b)(iv)(A), 5.5(a)(iii)(A)(1) or 5.6(a)(iii)(A) (1) (as the case may be) of the Supplementary Terms Notice, paid by Party B on the relevant Interim Exchange Date. FINAL EXCHANGE NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 5  Final Exchange Date: None Floating Rate Payer A Final Exchange Amount: None Floating Rate Payer B Final Exchange Amount: None EXCHANGE RATES AUD Equivalent: An amount in AUD determined by reference to the Exchange Rate. USD Equivalent: An amount in USD determined by reference to the Exchange Rate. Exchange Rate: AUD 1 = USD 0.7730. Business Days for the Initial and Final Exchange: London, New York, Sydney and TARGET Settlement Day Calculation Agent: Party A. ACCOUNT DETAILS Payments to Party A Account(s) for payments to Party A in USD: JPMorgan Chase Bank, New York Swift: CHASUS33 CHIPS ID. 273948 a/c No. 0011009156 National Westminster Bank Plc IRD Account(s) for payments to Party A in AUD: National Australia Bank, Melbourne Swift NATAAU3303M A/C ###-###-#### National Westminster Bank Plc IRD Payments to Party B Account(s) for payments to Party B in USD: Pay to: Deutsche Bank Trust Company Americas New York, NY 10006 NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 6  ABA No: 021-001-033 Account No: 01419663 Ref: Crusade Global Trust No. 1 of 2007 Attention: Alice Tatusian Account(s) for payments to Party B in AUD: Pay to: St.George Bank Limited Account No: 777700241 BSB: 332-027 OFFICES The Office of Party A for the Swap Transaction is London. The Office of Party B for the Swap Transaction is Sydney. Each party represents to the other party on the Trade Date of this Swap Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Swap Transaction): (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Swap Transaction and as to whether this Swap Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying, and has not relied, on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Swap Transaction; it being understood that information and explanations related to the terms and conditions of this Swap Transaction shall not be considered investment advice or a recommendation to enter into this Swap Transaction, no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Swap Transaction. (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Swap Transaction. It is also capable of assuming, and assumes, the risks of this Swap Transaction. (c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Swap Transaction. This Swap Transaction has been entered into between yourselves and Party A, a member of the London Stock Exchange, authorised and regulated by the Financial Services Authority. This Confirmation is in final form and supersedes all previous Confirmations and communications in respect of this Swap Transaction. No hard Copy will follow. NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 7  In the event that you disagree with any part of this Confirmation, please notify us via the contact details below, so that the discrepancy may be quickly resolved. Please note that our telephone conversations with you may be recorded. Telephone +65 6517 5603 Fax +44 (0)20 7085 6724 E-mail ***@*** We are pleased to have completed this Swap Transaction and look forward to dealing with you again in the near future. Please confirm that the foregoing correctly sets forth the terms of our agreement by a return document to National Westminster Bank Plc substantially to the following effect: RE: AUD/USD CROSS CURRENCY SWAP OUR REF: D15102596 We acknowledge receipt of your document dated 14 March 2007 with respect to the above-referenced Swap Transaction between Party A and Party B with an Effective Date of 15 March 2007 and a Termination Date of 19 April 2038, and confirm that such document correctly set forth the terms of our agreement relating to the Swap Transaction described therein. Yours faithfully, Crusade Management Limited, in its capacity as the Manager of the Crusade Global Trust No. 1 of 2007 Yours sincerely, /s/ Patrick Wee - ------------------------------------- Name: Patrick Wee Title: Authorised Signatory For and on Behalf of National Westminster Bank plc Confirmed as of the date first written Signed: /s/ Andrea Ruver ----------------------------- Name: Andrea Ruver Title: Manager Perpetual Trustees Consolidated Limited in its capacity of the trustee of the Crusade Global Trust No. 1 of 2007 re: A1 Notes NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 8  Counterparty Deal Reference: ____________________ Our Reference: D15102596 NATIONAL WESTMINSTER BANK PLC REGISTERED IN ENGLAND NO 929027 REGISTERED OFFICE: 135 BISHOPSGATE LONDON EC2M 3UR AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY 9